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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission file number 33-69275
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TEXAS BOTTLING GROUP, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 75-2158578
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1999 BRYAN STREET, SUITE 3300, DALLAS, TEXAS 75201
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (214) 969-1910
Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act: 9% SENIOR SUBORDINATED NOTES
DUE 2003
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(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of March 1, 1997 was $0.00.
As of March 1, 1997, 541,917 shares of the Company's Common Stock Class
A, par value $2.00 per share, and 228,357 shares of the Company's Common
Stock Class B, par value $2.00 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Texas Bottling Group, Inc.
(Registrant)
By: /s/ CHARLES F. STEPHENSON
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Charles F. Stephenson,
Vice President, Treasurer and
Chief Financial Officer
Date: May 8, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ EDMUND M. HOFFMAN Co-Chairman and Director May 8, 1997
- ---------------------------- (Principal Executive Officer)
Edmund M. Hoffman
/s/ ROBERT K. HOFFMAN Co-Chairman and Director May 8, 1997
- ----------------------------
Robert K. Hoffman
/s/ CHARLES F. STEPHENSON Vice President, Treasurer and May 8, 1997
- ---------------------------- Chief Financial Officer
Charles F. Stephenson (Principal Financial Officer
and Principal Accounting Officer)
/s/ R.A. WALKER Director May 8, 1997
- ----------------------------
R.A. Walker
33
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10.25 Management Incentive Agreement, executed July 20, 1994 and effective
as of January 1, 1994, between The Coca-Cola Bottling Group (Southwest),
Inc. and E.T. Summers, III.(5)
10.26 Employment Agreement, executed August 10, 1994, and effective as of
January 1, 1994, between The Coca-Cola Bottling Group (Southwest), Inc.
and Stephanie L. Ertel.(5)
10.27 Assumption Agreement, dated July 31, 1995, by and between the Company
and Chemical Bank, N.A., as Trustee.(1)
10.28 Loan Agreement ($115,000,000 Term Loan Facility and $25,000,000
Revolving Loan Facility) (the "Loan Agreement"), dated as of April 4,
1995, among the Company, Texas Commerce Bank National Association
("TCB"), as Agent and a Lender, First Bank, as Agent and a Lender,
and the other financial institutions now or hereafter parties to the
Loan Agreement.(6)
10.29 Interest Rate Agreement, dated as of April 4, 1995, among the Company,
certain financial institutions a party thereto, First Bank, as
Collateral Agent, and TCB, as Agent.(6)
10.30 Notice of Entire Agreement, dated as of April 4, 1995, executed by
the Company, San Antonio Coke and TCB, as Agent.(6)
10.31 Security Agreement, dated as of April 4, 1995, among the Company,
First Bank, as Collateral Agent, TCB, as Agent, and the financial
institutions who are parties to the Loan Agreement.(6)
10.32 Form of Term Note issued by the Company pursuant to the Loan Agreement.(6)
10.33 Form of Revolving Note issued by the Company pursuant to the Loan
Agreement.(6)
10.34 Contribution Agreement, dated as of April 4, 1995, executed by the
Company and San Antonio Coke.(6)
21.1 Subsidiaries of the Company.(2)
27 Financial Data Schedule
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(5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1994.
(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1995.
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<ARTICLE> 5
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 636
<SECURITIES> 0
<RECEIVABLES> 25,173
<ALLOWANCES> (544)
<INVENTORY> 9,327
<CURRENT-ASSETS> 45,735
<PP&E> 91,455
<DEPRECIATION> (50,312)
<TOTAL-ASSETS> 256,123
<CURRENT-LIABILITIES> 39,433
<BONDS> 213,021
0
0
<COMMON> 1,541
<OTHER-SE> 2,128
<TOTAL-LIABILITY-AND-EQUITY> 256,123
<SALES> 220,796
<TOTAL-REVENUES> 220,796
<CGS> 119,336
<TOTAL-COSTS> 52,359
<OTHER-EXPENSES> 12,816
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (18,370)
<INCOME-PRETAX> 18,263
<INCOME-TAX> (2,971)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,292
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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